Oct 20 2008 |
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Boulder Steel Limited Results of Court Proceedings
Boulder Steel Limited (ASX: BGD) (the Company) wishes to inform the market that the proceeding between Falak Holding LLC and the Company (that was referred to in the ASX announcement of 14 October 2008) has been resolved.The proceeding related to the Extraordinary General Meeting of the Company which took place on 8 October 2008. As explained in the Company's announcement to the market of 8 October 2008, the Chairman adjourned the meeting because he considered there were irregularities relating to certain proxy documents. These proxy documents received by the Company were either received late or from the beneficial rather than registered holder of shares, even though the beneficial holders had lodged their voting instructions with their intermediaries in the weeks leading up to the EGM.
Those proxies appeared not to have been counted in the proxy calculations.
The Chairman explained that the purpose of the adjournment was to enable the voting irregularities to be investigated further, and the Company has done so. To date, persons who are the ultimate holders of 18.1 million shares have confirmed to the Company that although their voting instructions were given to their bank, nominee or custodian prior to 6 October 2008, in most cases several weeks earlier, those instructions were not received by the Company in time for the instructions to be processed.
The proceeding has resulted in the following court orders:
*The Company has given an undertaking that the only votes that may be counted on any resolution to be considered at the resumed part of the General Meeting on 22 October 2008 are:
*votes of those shareholders, attorneys or corporate representatives who attended the General Meeting on 8 October 2008 and, in the case of attorneys and corporate representatives, only in accordance with any voting authority existing at 11.00am on 8 October 2008; and
*valid proxies received by 11.00am on 6 October 2008.
As a result, the meeting will be held on 22 October 2008 will be held as it would have taken place on 8 October 2008 if it was not adjourned. One of the consequences of the Company giving this undertaking is that the votes represented by the invalid proxy documents (including the 18.1 million shares referred to above), cannot be voted at the resumption of the General Meeting on 22 October 2008. In addition, whilst shareholders who did not attend the meeting on 8 October 2008 will be entitled to attend the resumed meeting, they will not be entitled to vote unless they submitted valid proxies by the cut-off time for the original meeting, ie 11.00am on 6 October 2008.
The Court has also made orders to the effect that:
*the time within which the Company must hold the General Meeting requested by ANZ Nominees Limited on behalf of Falak Holding LLC be extended to 22 October 2008;
*until the 2008 Annual General Meeting of the Company, the Company must not enter into any contract, incur any obligation, make or commit to any expenditure or conduct its affairs other than in the ordinary course of business or under a unanimous resolution of all members of the Board; and
*the Company must pay
Falak Holding LLC
's costs of the proceedings.
-Ends-
Daniel Owen
Company Secretary
© Press Release 2008
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